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Vanessa Chang

Director at TransoceanTransocean
Board

About Vanessa C.L. Chang

Vanessa C.L. Chang (age 72) is an independent director of Transocean Ltd. (RIG) since 2012. She is a Certified Public Accountant (inactive) with deep finance and audit credentials, including serving as West Coast partner-in-charge of Corporate Finance for KPMG Peat Marwick (1986–1997). She holds a B.A. from the University of British Columbia (1973) . In 2024, she attended 100% of Board and committee meetings; she is independent under NYSE and SEC standards and currently chairs RIG’s Audit Committee .

Past Roles

OrganizationRoleTenureCommittees/Impact
KPMG Peat Marwick LLPWest Coast Partner-in-Charge, Corporate Finance1986–1997Led corporate finance practice; audit/finance expertise
EL & EL Investments Ltd.Director and Shareholder1998–2018Private real estate investments
ResolveItNow.comPresident & CEO2000–2002Leadership/operations
Secured Capital CorpSenior Vice President1998Finance/transactions

External Roles

OrganizationRoleTenureNotes
Edison International (NYSE: EIX) & Southern California EdisonDirectorSince 2007Current public company board
Capital Group (American Funds and ETFs)Director/Trustee (28 funds)Various; ETFs launched 2022–2024Seven American Funds + 21 ETFs
Global Infrastructure Solutions, Inc. (private)DirectorSince 2021Private company board
Sykes Enterprises, Inc.Director2016–2021Prior public board
Forest Lawn Memorial Parks Association (non-profit)Director2005–2020Prior non-profit
SCO America, Inc. (non-profit)Director2013–2019Prior non-profit

Board Governance

  • Independence: The Board determined all nominees other than the CEO and President/COO are independent; Ms. Chang is independent (Audit and Compensation Committees consist solely of independent directors) .
  • Committee roles: Audit Committee Chair and member (SEC/NYSE audit committee financial expert); member, Compensation Committee .
  • Attendance: 100% Board and committee meeting attendance in 2024; Board met 4x; Audit 9x; Compensation 4x .
  • Skills: Accounting & Auditing; Finance & Capital Markets; Cybersecurity; M&A; Multinational; Public Company Governance; Strategy; Sustainability/Reporting .

Fixed Compensation

  • Structure (non-employee directors): Annual cash retainer $100,000; Audit Chair fee $35,000; Compensation Chair $20,000; other committee chairs $10,000; annual RSU grant target $210,000 (non-chair) vesting on 1-year anniversary or next AGM .
  • 2024 grant sizing: 36,145 RSUs per non-chair; grant-date fair value for non-chair ~$210,000 target; calculated at $5.81 (10-day avg) .
Component (USD)2024 AmountNotes
Cash fees$135,000$100,000 retainer + $35,000 Audit Chair fee
Stock awards (RSUs)$217,954Grant-date fair value under ASC 718
Total$352,954Sum of cash + stock
RSU vestingn/aVests at earlier of 1-year or next AGM; non-performance based

Performance Compensation

  • Not applicable for non-employee directors. Equity is time-based RSUs (no performance metrics); no options are indicated as part of routine director pay .

Other Directorships & Interlocks

  • Current public company boards: Edison International (since 2007) .
  • Compensation Committee interlocks: The company reports no interlocks or insider participation requiring disclosure; 2024 Compensation Committee members were Barker (Chair), Chang, Merksamer .

Expertise & Qualifications

  • CPA (inactive); KPMG corporate finance leadership; broad governance/finance expertise; identified by the Board as an Audit Committee financial expert based on experience .
  • Skills matrix alignment includes Accounting & Auditing; Finance; Cybersecurity; M&A; Public Company Governance; Strategy; Sustainability/Reporting .

Equity Ownership

HoldingAmountDetail
Shares owned49,200Direct ownership
Vested share units (unsettled)350,869Right to receive upon separation per director program
Total beneficial ownership400,069Less than 1% of outstanding
Pledged shares0Company policy prohibits pledging; none pledged by directors/officers
Ownership guidelines5x annual cash retainerPolicy for non-management directors

Notes:

  • Vested director RSUs generally are not settled until the director’s service ends, reinforcing long-term alignment .
  • Hedging and pledging are prohibited for directors and executives; annual certification required .

Governance Assessment

  • Strengths

    • Audit Committee Chair with CPA/audit pedigree; designated audit committee financial expert, supporting robust financial oversight .
    • Full attendance and independence; committees composed entirely of independent directors .
    • Director compensation mix emphasizes equity (time-based RSUs) with ownership guidelines (5x retainer); no hedging/pledging permitted, aligning interests with shareholders .
    • Say-on-pay and Swiss compensation-related approvals have been very strong (e.g., 98.3%/98.6% approvals in 2024 AGM items; NEO say-on-pay approvals ≥91% in 9 prior years), reflecting investor support for pay governance that this director helps oversee as a Compensation Committee member .

  • Potential Watch Items

    • External commitments: service on Edison International and as director/trustee for 28 Capital Group funds; while bringing significant governance/financial expertise, time commitments should continue to be monitored given Audit Chair duties .
    • No related-party transactions identified for Ms. Chang; company-wide related-party policy and 2024 disclosures show no exceptions for directors and no Chang-specific transactions .

  • Red Flags: None indicated

    • No pledging/hedging; no attendance issues; no disclosed related-party transactions involving Ms. Chang; Compensation Committee reports no interlocks .

Appendix: Committee Assignments and Meetings (2024)

  • Audit Committee: Chair – Vanessa C.L. Chang; members: Glyn A. Barker, Samuel J. Merksamer; meetings: 9 in 2024 .
  • Compensation Committee: Members – Glyn A. Barker (Chair), Vanessa C.L. Chang, Samuel J. Merksamer; meetings: 4 in 2024 .
  • Board meetings: 4; 100% attendance by all directors .